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Exhibit 99


      Designs, Inc. (the "Company") is filing this Report with the Securities
and Exchange Commission in order to set forth in a readily available document
certain significant risks and uncertainties that are important considerations to
be taken into account in conjunction with consideration and review of the
Company's reports, registration statements, information statements, press
releases, and other publicly-disseminated documents (including oral statements
concerning Company business information made by others on behalf of the Company)
that include forward-looking information.

      The nature of forward-looking information is that such information
involves assumptions, risks and uncertainties. Certain public documents of the
Company and oral statements made by authorized officers, directors, employees,
agents and representatives of the Company, acting on its behalf, may include
forward-looking information which will be influenced by the following and other
assumptions, risks and uncertainties. Forward-looking information requires
management of the Company to make assumptions, estimates, forecasts and
projections regarding the Company's future results as well as the future
effectiveness of the Company's strategic plans and future operational decisions.
Forward-looking statements made by or on behalf of the Company are subject to
the risk that the forecasts, projections, and expectations of management, or
assumptions underlying such forecasts, projections and expectations, may become
inaccurate. Accordingly, actual results and the Company's implementation of its
plans and operations may differ materially from forward-looking statements made
by or on behalf of the Company. The following discussion identifies certain
important factors that could affect the Company's actual results and actions and
could cause such results and actions to differ materially from any
forward-looking statements made by or on behalf of the Company that related to
such results and actions. Other factors, which are not identified herein, could
also have such an effect.

GENERAL ECONOMIC RISK FACTORS

      Forward-looking statements of the Company are subject to the risk that
assumptions made by management of the Company concerning future general economic
conditions such as recession, inflation, interest rates, tax rates, consumer
spending and credit and other future conditions having an impact on retail
markets and the Company's business may prove to be incorrect. Adverse changes in
such future economic conditions could have an adverse affect on the Company's
business.

CONSUMER PREFERENCES

      The casual apparel industry is intensely competitive and subject to rapid
changes in consumer preferences and fashion trends. A significant marketing or
promotional success by one or











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more of the Company's existing or yet to be established competitors could
adversely affect the Company's competitive position. In addition, in the United
States, where the casual apparel market is mature, sales growth may depend in
part on whether the Company can increase its market share at the expense of its
competitors.

COMPETITION

      Competition in markets for the Company's products occurs in a variety of
ways, including, among other factors, price, quality, reputation, brand image
and recognition, ability to anticipate fashion trends and customer preferences,
store design and location, inventory control, quality control of the Company's
products, advertising and customer service. Factors that will affect the
Company's competitive position in the future include uncertainties associated
with product procurement from foreign sources, dependence upon foreign
manufacturing operations, the Company's ability to offer consumers a broad
selection of merchandise, and the Company's ability to manage operational
changes required to transition the Company from a single vendor retailer to a
vertically integrated retailer.

      The intensity of the competition faced by the Company and the rapid
changes in consumer preferences that can occur in the casual apparel markets
pose significant risks to the Company. Many of the Company's competitors are
national and regional department, specialty and discount chain stores that offer
similar products. Many of the Company's principal competitors have greater
market share and financial resources than the Company and there are no
assurances that the Company will be able to compete successfully with these
competitors in the future.

      On January 28, 1995, Designs JV Corp., a wholly-owned subsidiary of the
Company, and a subsidiary of Levi's Only Stores, Inc., a wholly-owned subsidiary
of Levi Strauss & Co., entered into a partnership agreement (the "Partnership
Agreement") to sell Levi's[Registered Trademark] brand products and
jeans-related products. The joint venture established by the Partnership
Agreement is known as The Designs/OLS Partnership (the "OLS Partnership"). The
Company previously announced that the OLS Partnership may open up to a total of
thirty-five to fifty Original Levi's[Registered Trademark] Stores and 
Levi's[Registered Trademark] Outlet stores throughout eleven northeast states 
and the District of Columbia (the "Territory") through January 2000.

      Levi Strauss & Co., through its wholly-owned subsidiary, Levi's Only
Stores, Inc., has opened retail stores, including Original 
Levi's[Registered Trademark] Stores and Levi's[Registered Trademark] Outlet 
stores, in the United States and elsewhere. Levi's Only Stores, Inc. appears to 
be prepared to open additional retail stores throughout the United States. The 
Company understands that such store formats, including Original 
Levi's[Registered Trademark] Stores, Levi's[Registered Trademark] Outlet
stores,  Dockers[Registered Trademark] Shop stores, Dockers[Registered
Trademark]  Outlet stores, and Personal Pair[Trademark] stores, may feature one
or more Levi  Strauss & Co. brands of merchandise. While the OLS Partnership
remains in existence, Original Levi's[Registered Trademark] 









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Stores and Levi's[Registered Trademark] Outlet stores opened in the Territory
may only be opened by the OLS Partnership. Levi Strauss & Co. and its affiliates
currently operate and are permitted to open retail stores based on other store
formats that will compete with the Company's stores. As described elsewhere in
this Report, the Company stocks its Levi's[Registered Trademark] Outlet by
Designs stores and the OLS Partnership's Levi's[Registered Trademark] Outlet
stores exclusively with manufacturing overruns, discontinued lines and
irregulars purchased by the Company directly from Levi Strauss & Co. and
end-of-season Levi Strauss & Co. brand merchandise transferred from the
Company's Designs stores and the OLS Partnership's Original Levi's[Registered
Trademark] Stores. By its nature, this merchandise is subject to limited
availability and is allocated among all authorized operators of
Levi's[Registered Trademark] Outlet stores by Levi Strauss & Co. in its sole
discretion.

SEASONALITY AND INVENTORY RISK

      Historically, the Company has experienced seasonal fluctuations in
revenues and income, with a larger portion of each generated in the second half
of the Company's fiscal year as a result of the Back to School and Holiday
seasons. The seasonal nature of the Company's business requires the Company to
increase its inventory levels prior to the latter half of its fiscal year in
preparation for such selling seasons. The casual apparel industry has a
significant lead time for design, production and delivery of merchandise and,
therefore, the Company must commit to purchase orders and production orders well
in advance of the time when such merchandise would be available for sale to
consumers. Merchandise orders normally must be placed well in advance of each
selling season when customer preferences and fashion trends are not yet evident
from customer purchases. Since the Company must enter into commitments and
contracts for the purchase of Levi Strauss & Co. brand merchandise and the
manufacture of Boston Traders[Registered Trademark] brand merchandise well in
advance of each selling season, the Company is vulnerable to changes in consumer
demand and pricing shifts and to errors in selection and timing of such
merchandise purchases. If the Company fails to accurately forecast consumer
demand or if there are changes in consumer preferences or market demand after
the Company has committed to such purchase and production orders, the Company
may encounter difficulty in liquidating its inventory. These variables may have
an adverse effect on the Company and the image of the brands offered for sale by
the Company as well as its sales, gross margins and earning results.

DEPENDENCE ON LEVI STRAUSS & CO. MERCHANDISE

      Almost all of the Company's revenue is derived from the operation of its
retail stores. Except for the Company's Boston Traders[Registered Trademark]
outlet stores, all or substantially all of the merchandise sold to consumers
through these stores is merchandise manufactured by Levi Strauss & Co. and its
licensees. The Company does not now have, and never has had, any agreement with
Levi Strauss & Co. guaranteeing minimum quantities of merchandise to be supplied
to the Company, establishing a price structure for the Company's 








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purchases of Levi Strauss & Co. merchandise, or compelling the Company to
purchase minimum quantities or specific styles or colors of merchandise. The
Company has no assurance that it will be able to continue to purchase
merchandise from Levi Strauss & Co. in adequate quantities or on terms that are
comparable to those available to other retailers. The Company would be
materially and adversely affected by any material reductions in the availability
of Levi Strauss & Co. merchandise, any adverse change in Levi Strauss & Co.
business, marketing strategy or product mix, or any significant increase in the
prices the Company must pay for Levi Strauss & Co. merchandise. The Company also
may be materially and adversely affected in the event of negative publicity
concerning the reputation of Levi Strauss & Co. or the reputation of its
merchandise.

RISK OF RESTRICTION ON USE OF LEVI STRAUSS & CO. TRADEMARKS, SERVICE
MARKS, TRADE DRESS AND TRADE NAMES

      The Company and the OLS Partnership use certain trademarks, service marks,
trade names and brand names of Levi Strauss & Co. in their store names, displays
and advertising with the permission of Levi Strauss & Co. The Company has an
agreement with Levi Strauss & Co. to use certain Levi Strauss & Co. trademarks
on the Company's store signs. The OLS Partnership entered into a license
agreement that grants the OLS Partnership the right to use certain service
marks, trade names and trade dress owned by Levi Strauss & Co. The Company and
the OLS Partnership make no payments to Levi Strauss & Co. or its affiliates
with respect to the use of such trademarks, service marks and trade names. The
Company, including the OLS Partnership, could be materially and adversely
affected by significant limitations imposed on the use of Levi Strauss & Co.
trademarks, service marks, trade names, trade dress or brand names.

RISK OF INFRINGEMENT OF THE COMPANY'S TRADEMARKS

      The Company is the owner in the United States of the registered trademark
"Boston Traders" and certain other trademarks, service marks and trade names.
Certain of these marks are also registered, or are the subject of pending
applications, in the trademark registries of foreign countries. The Company
considers its rights in the Boston Traders[Registered Trademark] trademark and
its other marks in the United States and in foreign countries to be valuable
assets of the Company which may have a significant influence on the Company's
ability to expand. Any infringement upon the Company's Boston Traders[Registered
Trademark] trademark or its other trademarks, service marks and trade names or
any piracy of the Company's other intellectual property or its products would
have a negative impact upon the Company's ability to promote, market and enhance
its branded merchandise.

RISK RELATED TO TRANSITION TO A VERTICALLY INTEGRATED RETAILER

      For almost 20 years, the Company purchased merchandise exclusively from
Levi Strauss & Co. and its licensees. In November 











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1994, and more significantly in May 1995, the Company undertook a transition
from being a single vendor retailer to being a multi-brand vertically integrated
retailer offering, in addition to the Levi's[Registered Trademark],
Dockers[Registered Trademark] and Timberland[Registered Trademark] brands, its
own Boston Traders[Registered Trademark] brand of merchandise. As part of this
transition, the Company has made significant additions to its management and
staff in order to establish product development, product sourcing and logistics
capabilities. This transition will require the Company to successfully manage
new vertically integrated operations that develop, design, source and distribute
Boston Traders[Registered Trademark] brand products. There are no assurances
that the Company will be able to successfully transition its operations from a
single vendor to a vertically integrated retailer. There also are no assurances
that the Company will be able to successfully update, enhance and distinguish
the Boston Traders[Registered Trademark] brand or develop merchandise that will
complement the Levi Strauss & Co. brands sold by the Company.

STORE EXPANSION RISKS

      Levi Strauss & Co. informed the Company that it did not see an opportunity
for the Company to increase the number of its Levi's[Registered Trademark]
Outlet by Designs stores, nor the number of its Designs stores in the
exclusively Levi Strauss & Co. brands format. Accordingly, the Company's ability
to continue to increase the number of stores it operates depends, in part, on
the Company's ability to successfully develop, open and operate stores that
feature Boston Traders[Registered Trademark] brand merchandise and, in part,
upon the OLS Partnership's ability to successfully continue to identify, secure,
open and operate new Original Levi's[Registered Trademark] Stores and
Levi's[Registered Trademark] Outlet stores within the Territory. Store expansion
also depends upon on a number of other general factors including the Company's
ability to identify and secure suitable store locations, the negotiation of
acceptable lease terms, merchandise availability and the Company's future
financial resources. The Company anticipates that new store locations and
existing store relocations will continue to be subject to new branch opening
approval policies and practices of Levi Strauss & Co. The Company expects to
continue to work closely with Levi Strauss & Co. in evaluating product
availability for existing and new store locations and must obtain the approval
of Levi Strauss & Co. before opening new stores. There are no assurances that
the Company will continue to be successful in either obtaining suitable store
locations for its new or relocated stores nor in negotiating acceptable lease
terms for such locations. Also, there are no assurances that new stores will
achieve profitability or that existing profitable stores will remain so. There
are no assurances that the Company will be able to develop a new store format
featuring the Boston Traders[Registered Trademark] brand, or that, if developed,
any new store based upon such store format will be successful.

      The OLS Partnership has a ten year term. However, the Partnership
Agreement contains certain exit rights that enable either partner to buy or sell
their interest in the OLS Partnership, including the right to buy or sell
particular stores operated by the OLS Partnership. The 








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Company would be materially and adversely affected if, following January 2000,
Levi Strauss & Co. or its affiliates were to purchase the profitable Original
Levi's[Registered Trademark] Stores and Levi's[Registered Trademark] Outlet
stores owned and operated by the OLS Partnership and either cause to remain in
the OLS Partnership or to seek to require an affiliate of the Company to
purchase any unprofitable Original Levi's[Registered Trademark] Stores and
Levi's[Registered Trademark] Outlet stores.

INCREASING ADVERTISING COSTS

      For almost 20 years the Company has enjoyed the benefit of being closely
identified with Levi Strauss & Co. As the Company continues to feature its own
and other brands of merchandise, the Company will increasingly rely upon its own
advertising and promotional efforts to build and enhance brand image.
Historically, the Company has received co-operative advertising allowances from
Levi Strauss & Co. that have funded as much as one third of all advertising
expenditures. As the Company decreases the proportion of Levi Strauss & Co.
brand merchandise, the advertising allowances associated with the Company's
advertising will decrease proportionately. Accordingly, the Company's business
will require increased investments in marketing and advertising. There are no
assurances that such increased investment will be financially possible or, if
undertaken, will result in increased sales.

DEPENDENCE ON CONTRACT MANUFACTURING

      The Company's Boston Traders[Registered Trademark] products are primarily
manufactured outside of the United States and, to a lesser extent, within the
United States. To the extent that the Company succeeds in its efforts to expand
sales of Boston Traders[Registered Trademark] merchandise, the Company will
become increasingly dependent upon unaffiliated foreign and domestic firms for
the sourcing of its products. Foreign manufacturing and, to a lesser extent,
domestic manufacturing are subject to a number of risks, including work
stoppages, transportation delays and interruptions, political instability,
foreign currency fluctuations, economic disruptions, expropriation,
nationalization, the imposition of tariffs and import and export controls and
quotas, changes in governmental policies (including United States policies
towards these foreign countries) and other factors which could have an adverse
effect on the Company's business. Further, revocation of "most favored nation"
status for, or the imposition of trade sanctions against foreign countries in
which the Company's manufacturers operate could have an adverse affect on the
Company's business. The Company has not entered into long-term contractual
arrangements with its foreign or domestic manufacturers. The loss of any one or
more of its foreign or domestic manufacturers could have an adverse effect on
the Company's business until, if at any time, suitable alternative supply
arrangements were secured.








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SOURCES OF SUPPLY

      The Company depends upon its unaffiliated firms to source high-quality
products in a timely and cost-efficient manner and relies upon the availability
of sufficient production capacity and the ability to utilize alternative sources
of supply. In addition, if these sources were to experience significant
shortages in raw materials used in the Company's products, it could have a
negative effect on the Company's business, including increased costs or
difficulty in delivering product.

LITIGATION RISKS

      The Company is subject to the normal risks of litigation with respect to
its business operations.

FACTORS AFFECTING THE COMPANY'S BUSINESS ARE SUBJECT TO CHANGE

      This Report contains cautionary statements concerning certain factors that
may influence the business of the Company and are made as of the date of this
Report. Such factors are subject to change. The cautionary statements set forth
in this Report are not intended to cover all of the factors that may affect the
Company's business in the future. Forward-looking information disseminated
publicly by the Company following the date of this Report may be subject to
additional factors hereafter published by the Company.


April 30, 1996